UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549


                                   FORM 10-QSB


          (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
               For the quarterly period ended: September 30, 2002

          ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                        For the transition period from to

                        Commission File number: 000-30771

                           INTERACTIVE MOTORSPORTS AND
                               ENTERTAINMENT CORP.
                  (f.k.a. Pacific International Holding, Inc.)
               (Exact name of registrant as specified in charter)

                                     Indiana
         (State or other jurisdiction of incorporation or organization)

                                   87-0678630
                           (I.R.S. Employer I.D. No.)

                  5624 West 73rd Street, Indianapolis, IN 46278
               (Address of principal executive offices) (Zip Code)

         Issuer's telephone number, including area code: (317) 295-3500

     Check  whether  the Issuer (1) filed all  reports  required  to be filed by
     section 13 or 15 (d) of the  Exchange Act during the past 12 months (or for
     such shorter period that the registrant was required to file such reports),
     and (2) has been subject to such filing requirements for the past 90 days.

         (1) Yes [X] No [  ] (2) Yes [X] No [  ]

APPLICABLE  ONLY TO  ISSUERS  INVOLVED  IN  BANKRUPTCY  PROCEEDINGS  DURING  THE
PRECEDING FIVE YEARS:

     Check whether the registrant  has filed all documents and reports  required
     to be filed by Sections 12, 13, or 15(d) of the Exchange Act  subsequent to
     the distribution of securities under a plan confirmed by a court.

         Yes [  ] No [  ]

APPLICABLE ONLY TO CORPORATE REGISTRANTS

     Indicate the number of shares  outstanding of each of the issuer's  classes
     of common stock, as of the last practicable date.

     Class Outstanding as of September 30, 2002 Common Stock, par value $0.0001,
     61,300,000 shares issued and outstanding

     Transitional Small Business Format:  Yes [ ] No [X]

     Documents incorporated by reference: None


<PAGE>


                                FORM 10-QSB INDEX



                                                                          Page
         Section                                                         Number
         ----------------------------------------------------------------------



         PART I. FINANCIAL INFORMATION .......................................3

         Item 1.Condensed Financial Statements

         Condensed Consolidated Balance Sheets at September 30, 2002
         (unaudited)and December 31, 2001.....................................3
         Unaudited Condensed Consolidated Statements of Operations
         for the Three Months Ended September 30, 2002 and 2001...............4
         Unaudited Condensed Consolidated Statements of Changes
         in Shareholders' Equity (Deficit)for the Nine
         Months Ended September 30, 2002 and Period from Inception
         to September 30, 2001................................................5
         Unaudited Condensed Consolidated Statements of Operations
         for the Nine Months Ended September 30, 2002 and 2001................6
         Unaudited Condensed Consolidated Statements of Cash Flows
         for the Nine Months Ended September 30, 2002 and 2001................7
         Condensed Notes to Unaudited Condensed Consolidated Financial
         Statements...........................................................8

         Item 2.Management's Discussion and Analysis of Financial
         Condition and Results of Operations.................................11
         Item 3.Quantitative and Qualitative Disclosures about Market Risk...14
         Item 4.Controls and Procedures......................................14

         PART II. OTHER INFORMATION .........................................14

         Item 1.Legal Proceedings............................................14
         Item 2.Changes in Securities and Use of Proceeds....................14
         Item 3.Defaults Upon Senior Securities .............................14
         Item 4.Submission of Matters to a Vote of Security Holders..........15
         Item 5.Other Information  ..........................................15
         Item 6.Exhibits and Reports on Form 8-K ............................15

         SIGNATURES..........................................................15
         CERTIFICATIONS .....................................................16
         EXHIBITS ...........................................................18



                       NOTE ON FORWARD-LOOKING INFORMATION

This Form  10-QSB and other  statements  issued or made from time to time by the
Company  or  its   representatives   contain  statements  which  may  constitute
"forward-looking  statements"  within the meaning of the  Securities Act of 1933
and the  Securities  Exchange Act of 1934, as amended by the Private  Securities
Litigation  Reform Act of 1995,  15  U.S.C.A  Sections  77z-2 and  78u-5.  Those
statements  include  statements   regarding  the  intent,   belief,  or  current
expectations  of the Company and members of its  management  team as well as the
assumptions on which such statements are based. All statements,  trend analyses,
and other  information  contained  in this  report  relative  to markets for the
Company's  products  and/or  trends in the  Company's  operations  or  financial
results,  as well as other  statements which include words such as "anticipate,"
"could,"  "feel(s),"   "believes,"   "plan,"  "estimate,"   "expect,"  "should,"
"intend,"  "will," and other  similar  expressions,  constitute  forward-looking
statements and are subject to known and unknown risks,  uncertainties  and other
factors  that may cause actual  results to be  materially  different  from those
contemplated by the  forward-looking  statements.  Such factors  include,  among
other things:  (i) general  economic  conditions  that may impact the disposable
income of  consumers;  (ii) the  ability  of the  company  to obtain  additional
capital;  and (iii) the ability of the company to control  costs and execute its
business plan.

The  reader  is  cautioned  that any  such  forward-looking  statements  are not
guarantees of future performance and involve risks and  uncertainties,  and that
actual  results  may  differ   materially   from  those   contemplated  by  such
forward-looking statements. Important factors currently known to management that
could cause actual results to differ  materially from those in forward-  looking
statements are set forth herein.  The Company undertakes no obligation to update
or  revise  forward-looking  statements  to  reflect  changed  assumptions,  the
occurrence of unanticipated  events or changes to future operating  results over
time.


<PAGE>


                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


         INTERACTIVE MOTORSPORTS AND ENTERTAINMENT CORP. AND SUBSIDIARY
            f.k.a. Pacific International Holding, Inc. and Subsidiary

                         CONDENSED CONSOLIDATED BALANCE
                         SHEETS As of September 30, 2002
                        (Unaudited) and December 31, 2001
<TABLE>

                                                                                          September 30,       December 31,
                                                                                              2002                2001
                                                                                              ----                ----
     ASSETS
<S>                                                                                           <C>               <C>
     Cash and cash equivalents                                                                $943,148          $778,629
     Trade accounts receivable                                                                  50,050            51,684
     Merchandise inventory                                                                     268,349            72,310
     Prepaid insurance and other expenses                                                       55,596            30,804
     Accounts receivable from related parties                                                  100,000           138,298
                                                                                               -------           -------
     Total current assets                                                                    1,417,143         1,071,725

     Property and equipment, net of accumulated depreciation                                 1,052,753         1,270,792

     Deposits                                                                                  117,221            88,642

     Other assets                                                                                    -            72,379
                                                                                                     -
                                                                                                ------            ------
     Total assets                                                                           $2,587,117        $2,503,538
                                                                                            ==========        ==========

     LIABILITIES AND SHAREHOLDERS' EQUITY
     Liabilities:
     Accounts payable                                                                         $393,393          $222,500
     Line of credit                                                                                  -           350,000
     Accrued payroll and payroll taxes                                                         182,754           100,958
     Sales tax payable                                                                          49,890            94,622
     Gift certificates and customer deposits, net                                              122,955           171,438
     Accrued expenses                                                                          524,143           369,776
     Accrued interest                                                                                -            37,900
     Current portion of long-term debt                                                               -            26,198
                                                                                            ----------         ---------
     Total current liabilities                                                               1,273,135         1,373,392

     Notes payable                                                                                   -         1,200,000
                                                                                            ----------         ---------

     Total liabilities                                                                       1,273,135         2,573,392

     Shareholders' equity; Member's deficit:
     Common stock;  $0.0001 par value,  200,000,000  shares  authorized,  61,300,000
         shares issued and outstanding                                                           6,130                 -
     Convertible  preferred stock, $0.0001 par value,  10,000,000 shares authorized,
         4,745,456 shares issued and outstanding                                                   475                 -
     Additional paid-in capital                                                              3,512,600                 -
     Member units                                                                                    -           650,000
     Retained deficit                                                                      (2,205,223)         (719,854)
                                                                                           -----------         ---------
     Total shareholders' equity; Member's deficit                                            1,313,982          (69,854)
                                                                                             ---------          --------
     Total liabilities and shareholders' equity; Member's deficit                           $2,587,117        $2,503,538
                                                                                            ==========        ==========
</TABLE>

                 The accompanying notes are an integral part of
                the condensed consolidated financial statements.


<PAGE>


         INTERACTIVE MOTORSPORTS AND ENTERTAINMENT CORP. AND SUBSIDIARY
            f.k.a. Pacific International Holding, Inc. and Subsidiary

                      CONDENSED CONSOLIDATED STATEMENTS OF
                      OPERATIONS For the three months ended
                           September 30, 2002 and 2001

<TABLE>

                                                                                               2002             2001
                                                                                               ----             ----

<S>                                                                                           <C>             <C>
     Net sales                                                                                $2,276,657      $1,231,744

     Cost of sales                                                                               192,626          67,575
                                                                                             -----------      ----------

     Gross profit                                                                              2,084,031       1,164,169

     Operating expenses                                                                        2,841,873       1,701,695
                                                                                               ---------       ---------

     Operating loss                                                                            (757,842)       (537,526)

     Interest expense                                                                             32,604          23,274
                                                                                              ----------      ----------

     Earnings before income tax                                                                (790,446)       (560,800)

     Provision for income tax                                                                          -               -
                                                                                             -----------     -----------


     Net loss                                                                                 $(790,446)      $(560,800)
                                                                                              ==========      ==========


     Net loss per Common Share:
              Basic                                                                              $(0.01)         $(0.01)
                                                                                                 =======         =======
              Diluted                                                                            $(0.01)         $(0.01)
                                                                                                 =======         =======
</TABLE>

                 The accompanying notes are an integral part of
                the condensed consolidated financial statements.


<PAGE>


         INTERACTIVE MOTORSPORTS AND ENTERTAINMENT CORP. AND SUBSIDIARY
            f.k.a. Pacific International Holding, Inc. and Subsidiary

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
             For the nine months ended September 30, 2002 and period
                      from inception to September 30, 2001

<TABLE>

                                                                                         2002            2001
                                                                                         ----            ----

<S>                                                                                   <C>              <C>
     Net sales                                                                        $6,985,118       $1,231,744


     Cost of sales                                                                       523,730           67,575
                                                                                     -----------      -----------


     Gross profit                                                                      6,461,388        1,164,169

     Operating expenses                                                                7,851,559        1,844,203
                                                                                       ---------        ---------

     Operating loss                                                                  (1,390,171)        (680,034)

     Interest expense                                                                     95,198           23,274
                                                                                          ------           ------

     Earnings before income tax                                                      (1,485,369)        (703,308)

     Provision for income tax                                                                  -                -
                                                                                     -----------       ----------

     Net loss                                                                       $(1,485,369)       $(703,308)
                                                                                    ============       ==========

     Net loss per Common Share:
              Basic                                                                      $(0.02)          $(0.01)
                                                                                         =======          =======
              Diluted                                                                    $(0.02)          $(0.01)
                                                                                         =======          =======
</TABLE>

                 The accompanying notes are an integral part of
                the condensed consolidated financial statements.


<PAGE>



         INTERACTIVE MOTORSPORTS AND ENTERTAINMENT CORP. AND SUBSIDIARY
            f.k.a. Pacific International Holding, Inc. and Subsidiary

                 CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN
            SHAREHOLDERS' EQUITY (DEFICIT) For the nine months ended
       September 30, 2002 and period from inception to September 30, 2001




<TABLE>
                                                                                                                           Total
                                                                                                                       Shareholders'
                              Common Stock           Preferred Stock        Member Units     Additional     Retained      Equity;
                              ------------           ---------------        and Dollars      Paid-In        Earnings      Members'
                                                                             -------         Capital        (Deficit)     Deficit
                              Shares   Dollars        Shares      Dollars                    --------       ---------    ---------
                              ------   -------        ------      -------
Balance at May 31, 2001                $
<S>                           <C>      <C>           <C>         <C>           <C>              <C>           <C>        <C>
(Inception)                         -         -             -       $    -        $650,000         $   -         $    -     $650,000


Net loss                            -         -            -            -               -             -      (719,854)     (719,854)
                                    -         -            -            -              -             -      ---------     ---------

Balance at December 31,
2001                                                                             650,000                    (719,854)      (69,854)


Net loss                            -         -            -            -              -             -    (1,485,369)   (1,485,369)

Issuance of preferred
stock with warrants                 -         -    4,745,456          475              -     2,484,525              -    2,485,000


Issuance of common stock   61,300,000     6,130            -            -              -       178,075              -      184,205


Conversion of member
loans to equity                     -         -            -            -        400,000             -              -      400,000


Conversion of member's
equity to additional
paid in capital                     -         -            -            -      (850,000)       850,000              -            -


                                                                        -      (200,000)
Distribution to member              -         -            -                                         -              -     (200,000)
                                    -         -            -            -                            -              -    ---------

Balance at September
30, 2002                   61,300,000    $6,130    4,745,456   $      475         $    -    $3,512,600   $(2,205,223)   $1,313,982
                           ==========    ======    =========   ==========         ======    ==========   ============   ==========

</TABLE>

                 The accompanying notes are an integral part of
                the condensed consolidated financial statements.


<PAGE>


         INTERACTIVE MOTORSPORTS AND ENTERTAINMENT CORP. AND SUBSIDIARY
            f.k.a. Pacific International Holding, Inc. and Subsidiary

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
             For the nine months ended September 30, 2002 and period
                      from inception to September 30, 2001

<TABLE>

                                                                                              2002              2001
                                                                                              ----              ----

     Cash flows from operating activities
<S>                                                                                       <C>                <C>
          Net loss                                                                        $(1,485,369)       $(703,308)
         Adjustments to reconcile net loss to net cash provided by (used
          in)               operations:

           Depreciation, amortization, impairment, and other                                   244,512           73,499
         Net changes in operating assets and liabilities:

          Accounts receivable                                                                    1,634        (194,235)
          Merchandise inventory                                                              (196,039)         (38,555)
          Prepaids and other current assets                                                   (24,792)         (47,064)
          Accounts payable                                                                     170,893          198,128
          Deposits - long-term                                                                (28,579)            7,414
          Accrued payroll and payroll taxes                                                     81,796          149,646
          Sales tax payable                                                                   (44,732)           38,319
          Unearned revenue                                                                    (48,483)                -
          Accrued expenses                                                                     154,367          146,868
          Accrued interest                                                                    (37,900)           19,900
          Other assets and liabilities                                                          54,713         (62,936)
                                                                                           -----------        ---------
     Net cash used in operations                                                           (1,157,979)        (412,324)
                                                                                           -----------        ---------

     Cash flows from investing activities, net of assets acquired:
           Purchase of property and equipment                                                  (8,807)      (1,245,000)
                                                                                           -----------      -----------
     Net cash used in investing activities                                                     (8,807)      (1,245,000)
                                                                                           -----------      -----------

     Cash flow from financing activities, net of assets acquired:
           Loans from and (repayments to) related parties                                       38,298          190,000
           Net borrowings on line of credit                                                  (350,000)          350,000
           Net borrowings on bank loan                                                       (826,198)          800,000
           Proceeds from issuance of preferred stock with warrants                           2,485,000                -
           Proceeds from issuance of common stock                                              184,205                -
           Distribution to member                                                            (200,000)                -

           Initial capital contributions by members                                                  -          650,000
                                                                                                     -          -------
     Net cash provided by financing activities:                                              1,331,305        1,990,000
                                                                                             ---------        ---------

     Increase in cash and cash equivalents                                                     164,519          332,676

     Cash and cash equivalents, beginning of period                                            778,629                -
                                                                                               -------                -
     Cash and cash equivalents, end of period                                                 $943,148         $332,676
                                                                                              ========         ========
</TABLE>

               The accompanying notes are an integral part of the
                  condensed consolidated financial statements.




<PAGE>


         INTERACTIVE MOTORSPORTS AND ENTERTAINMENT CORP. AND SUBSIDIARY
            f.k.a. Pacific International Holding, Inc. and Subsidiary

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1 - MERGER AND BASIS OF PRESENTATION

Effective  August  2,  2002,  Pacific  International   Holding,   Inc.,  a  Utah
corporation ("Pacific"),  changed its state of domicile and name by merging with
and into Interactive  Motorsports and  Entertainment  Corporation (the surviving
entity),  an Indiana  corporation (the "Company"),  pursuant to an Agreement and
Plan of Reorganization.  Per the merger agreement,  each share of Pacific common
stock  outstanding  immediately  prior to the  effective  date of the merger was
cancelled  and  converted  into  four  shares  of  Interactive  Motorsports  and
Entertainment  Corporation common stock. At the time of the merger,  Pacific was
essentially dormant.


Subsequent to the merger and effective as of the same date, the Company acquired
pursuant to a Plan and  Agreement of Exchange all of the issued and  outstanding
shares of common stock and  preferred  stock of Perfect  Line,  Inc., an Indiana
corporation  ("Perfect Line"), from the Perfect Line shareholders in exchange on
a "share-for-share" basis for shares of the Company's common stock and preferred
stock. As a result of the share exchange,  the Perfect Line shareholders hold as
of  September  30, 2002 Company  shares  representing  approximately  eighty-two
percent (82%) of the Company's  capital  stock.  Also  effective as of August 2,
2002,  the members of the Board of  Directors  of Perfect  Line were  elected to
replace  the  members of the  Company's  Board of  Directors  and the  executive
officers of Perfect Line became the executive officers of the Company.


As Perfect Line had revenues,  operations,  and business activity, for financial
reporting purposes,  Perfect Line is considered the acquirer,  and therefore the
predecessor, and the Company is considered the acquiree for accounting reporting
purposes.  Due to the  fact  that  the  merger  is being  treated  as a  reverse
acquisition,  the equity of the Company  has been  recapitalized  for  financial
reporting purposes. The operations of Interactive  Motorsports and Entertainment
Corporation  (f.k.a.  "Pacific") have been included in consolidation from August
2, 2002 until September 30, 2002.


Perfect Line owns and operates the NASCAR  Silicon Motor  Speedway  store chain,
which offers licensed  NASCAR-branded  entertainment  products. A predecessor of
Perfect  Line  commenced  operations  on June 8,  2001  when  it  completed  the
acquisition of the assets,  naming rights and  intellectual  property related to
NASCAR Silicon Motor Speedway for  $1,050,000.  The Company also completed asset
acquisitions  of $124,320 in August 2001 and $250,000 in December  2001.  Of the
total  acquisition  price of $1,424,320,  $500,000 was paid in cash and $924,320
was financed with debt (Note 5). In addition,  Perfect Line granted  warrants to
the sellers as part of these  transactions  (Note 3).  These  acquisitions  were
accounted for by the purchase method.

Since  inception,  the Company's  short-term  and long-term  plans have included
raising a level of  investment  adequate to  accomplish  the  objectives  of the
business.  The  required  level  of  financing  has not yet been  achieved.  The
accompanying   financial  statements  have  been  prepared  in  accordance  with
accounting  principles  generally  accepted in the United States and contemplate
the Company's ability to fund continuing operations with the anticipated receipt
of additional financing.  The condensed consolidated financial statements do not
include  any  adjustments  that might  result if the Company is unable to obtain
additional financing. Absent additional funding, the Company believes it may not
have  sufficient  resources  to satisfy  cash  requirements  for the next twelve
months.  The Company is currently  reviewing  several  alternatives  for raising
additional  financing.  Management believes it can achieve the required level of
financing;  however, there can be no assurance that additional financing will be
available or, if available, that it will be on terms acceptable to the Company.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a.   UNAUDITED  INTERIM  FINANCIAL   INFORMATION:   The  accompanying  unaudited
     condensed  balance  sheets of  Interactive  Motorsports  and  Entertainment
     Corporation  (the  "Company")  at September 30, 2002 and December 31, 2001,
     and the unaudited  statements  of operations  for the three and nine months
     ended  September  30, 2002 and 2001 and the  unaudited  statements  of cash
     flows for the nine months  ended  September  30,  2002 and 2001,  have been
     prepared by the Company's management and do not include all the information
     and notes to the financial statements necessary for a complete presentation
     of the  financial  position,  results  of  operations,  and  cash  flows in
     conformity with generally accepted accounting principles. In the opinion of
     management,  all  adjustments  necessary  for a  fair  presentation  of the
     results of  operations  and  financial  position have been included and all
     such  adjustments are of a normal  recurring  nature.  Although  management
     believe that the disclosures are adequate to make the information presented
     not  misleading,  it is  suggested  that  that  these  condensed  financial
     statements be read in conjunction with the audited financial statements and
     the  notes  thereto  included  in the  Company's  latest  annual  financial
     statements  included in the  Company's  annual  report on Form 10-KSB.  The
     results of operations for the three and nine month periods ended  September
     30, 2002 are not necessarily indicative of the results that may be expected
     for the full year ending December 31, 2002 or any future period.
<PAGE>

b.   USE OF ESTIMATES:  The  preparation  of financial  statements in conformity
     with generally accepted  accounting  principles requires management to make
     estimates and  assumptions  that affect the reported  amounts of assets and
     liabilities and the disclosure of contingent  assets and liabilities at the
     date of the financial  statements and the reported  amounts of revenues and
     expenses  during the  reporting  period.  Actual  results could differ from
     those estimates.

c.   SIGNIFICANT  ESTIMATES:  The most significant  estimates made by management
     are  determining  the  estimated  useful  lives  of the  fixed  assets  and
     determining the obsolescence of merchandise inventory.

d.   LONG-LIVED ASSETS:  Long-lived assets are reviewed for impairment  whenever
     events or changes in circumstances  indicate that the carrying amount of an
     asset may not be recoverable.  Recoverability  is measured by comparison of
     the carrying  amount to future net  undiscounted  cash flows expected to be
     generated  by the  related  asset.  If such  assets  are  considered  to be
     impaired,  the  impairment  to be  recognized  is measured by the amount by
     which the carrying  amount exceeds the fair market value of the assets.  To
     date, no adjustments to the carrying amount of long-lived  assets have been
     required.

e.   MERCHANDISE INVENTORY:  Merchandise inventories are carried at the lower of
     cost or market as determined by the first-in,  first-out (FIFO) method. The
     Company  reduces the stated value of  inventory  for excess  quantities  or
     obsolescence  in an  amount  equal to the  difference  between  the cost of
     inventory  and the  estimated  market  value based upon  assumptions  about
     future  demand and market  conditions.  If actual  future  demand or market
     conditions  are  less   favorable  than  those   projected  by  management,
     additional reductions in stated value may be required.

f.   PROPERTY AND EQUIPMENT:  The Company  records its property and equipment at
     cost and  depreciates  it using the straight line method over the estimated
     useful lives of the respective asset classes as follows:

              Software                                    3 Years
              Furniture, fixtures, and equipment          5 to 7 Years

g.   DIVIDENDS:  The Company has not paid any dividends  and any dividends  that
     may be paid in the future will depend upon the  financial  requirements  of
     the Company and other  relevant  factors.  The Company  does not  presently
     intend to pay dividends at any point in the foreseeable future.

h.   CONSOLIDATION: The condensed consolidated financial statements at September
     30, 2002 include the accounts of the Company and its wholly owned operating
     subsidiary,  Perfect Line, Inc. Intercompany transactions and balances have
     been eliminated in consolidation.

i.   EARNINGS PER SHARE:  The  computation  of net earnings  (loss) per share of
     common stock is based on the weighted average number of shares  outstanding
     during the periods  presented.  The Company  calculates  income  (loss) per
     share  pursuant to  Statement  of Financial  Accounting  Standards  No. 128
     ("SFAS  128"),  Earnings Per Share.  Basic  earnings per share are computed
     based  upon the  weighted  average  number  of  common  shares  issued  and
     outstanding  during each year. Diluted net income per share amounts assumes
     conversion, exercise, or issuance of all potential common stock instruments
     (stock options,  warrants and  convertible  preferred  stock).  Potentially
     dilutive securities  including warrants and stock options are excluded from
     diluted earnings per share during net loss periods because these securities
     would be anti-dilutive.

j.   INCOME TAXES:  The Company provides for income taxes based on the liability
     method,  which requires  recognition of deferred tax assets and liabilities
     based on  differences  between  the  financial  reporting  and tax bases of
     assets and  liabilities  measured using enacted tax rates and laws that are
     expected to be in effect when the differences  are expected to reverse.  At
     September 30, 2002, the Company's net deferred tax asset is fully offset by
     a valuation allowance.

k.   REVENUE  RECOGNITION AND UNEARNED REVENUE:  The Company  recognizes revenue
     for its services at the time the services have been  rendered.  In the case
     of gift certificates and customer deposits for group events,  these amounts
     are deferred and recognized  when the  associated  services are rendered or
     upon expiration.
<PAGE>

l.   CASH AND CASH EQUIVALENTS: For purposes of the statement of cash flows, the
     Company  considers all demand  deposit  balances and all highly liquid debt
     instruments  purchased  with  maturity  of three  months or less to be cash
     equivalents.

NOTE 3 - EQUITY TRANSACTIONS AND WARRANTS ON COMMON STOCK

At June 30, 2002,  Perfect Line had placed with  investors  4,745,456  shares of
convertible preferred stock (the, "Preferred Stock") totaling $2,485,000 under a
private placement  memorandum dated May 10, 2002. These funds were to be held in
escrow until a  transaction  such as that  described  in Note 1 above  occurred.
Simultaneous  to the  exchange  of stock with  Pacific on August 2, 2002,  these
funds were released from escrow and  subsequently  transferred  to Perfect Line.
The proceeds of this offering  were used to pay down debt and other  liabilities
and to provide  working  capital funds for the business.  The Preferred Stock is
mandatorily  convertible  one year after issuance into one share of Common Stock
or one dollar worth of Common Stock as of the conversion  date, as calculated by
the  10-day  trailing  average  of the bid and ask  price  prior to  conversion,
whichever is more favorable to the shareholder.

For every two shares of Preferred Stock, the investor  received one warrant (the
"Preferred  Stock  Warrants"  to purchase  Common  Stock at a price of $1.50 per
share  expiring  three  years from the date of  issuance.  The  Preferred  Stock
Warrants  are  callable  by the Company for $0.10 per warrant at any time at the
option of the Company.  At September 30, 2002 and as of the date of this filing,
all  2,372,728 of the Preferred  Stock  Warrants  were  outstanding.  Management
believes the value of the Preferred Stock Warrants is not material.


In  connection  with the bank line of credit  agreement  (Note 5),  the  Company
granted  warrants to the Bank to purchase  up to $1.6  million of the  Company's
common  stock at a price  equal to 50% of the  value  per  share at the time the
warrants are exercised.  The warrants are  exercisable at any time prior to June
8, 2011,  upon the occurrence of certain  events.  Management has determined the
likelihood  of  occurrence  of these  certain  events is remote and has therefor
assigned no value to these  warrants.  No warrants have been exercised as of the
date of this filing.

In connection  with a certain  asset  purchase  agreement  (Note 1), the Company
granted  warrants  to allow the seller to  purchase up to $2 million in value of
the  Company's  common stock at a price equal to the value per share at the time
the warrants are  exercised.  The warrants are  exercisable at any time prior to
December  14,  2011,  upon the  occurrence  of certain  events.  Management  has
determined  the  likelihood of occurrence of these certain  events is remote and
has  therefor  assigned  no value to  these  warrants.  No  warrants  have  been
exercised as of the date of this filing.


NOTE 4 - PROPERTY AND EQUIPMENT

At  September  30, 2002 and at December 31, 2001,  property  and  equipment  was
comprised of the following:
<TABLE>

                                                                                     2002                            2001
                                                                                     ----                            ----

<S>                                                                                <C>                               <C>
                  Furniture, fixtures and equipment                                $1,015,915                        $998,120
                  Software                                                                                            436,303
                                                                                       ------                         -------
                                                                                      456,303
                                                                                    1,472,218                       1,434,423
                  Less: Accumulated depreciation and
                  amortization                                                      (419,465)                       (163,631)
                                                                                    --------                        ---------

                                                                                   $1,052,753                      $1,270,792
                                                                                   ==========                      ==========
</TABLE>

NOTE 5 - DEBT AND CREDIT ARRANGEMENTS

The  Company's  revolving  bank line of credit and  long-term  note payable were
repaid in full as of August 2, 2002 upon Perfect  Line's receipt of the proceeds
from the private placement described above in Notes 1 and 3.

NOTE 6 - LICENSING AND CONSULTING AGREEMENTS

The Company has a licensing  agreement with the National  Association  for Stock
Car Auto Racing, Inc. ("NASCAR") for location-based entertainment,  which allows
the  Company  to use the  NASCAR  name  and  logo.  The  Company's  confidential
licensing  agreement with NASCAR  requires  annual royalty  payments in 2002 and
quarterly  royalty  payments in 2003 and 2004 based on  simulator,  merchandise,
food, beverage,  sponsor,  and remote site revenues at varying percentages.  The
licensing agreement is subject to renewal on December 31, 2004.

The  Company  also has  licensing  agreements  with  several  NASCAR race teams,
drivers,  and racetracks that expire on various dates between  December 31, 2002
and December 31, 2003.

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATION

OVERVIEW

Interactive  Motorsports  and  Entertainment  Corporation  (the  "Company"),  an
Indiana  corporation,  through its wholly owned subsidiary,  Perfect Line, Inc.,
owns and operates  NASCAR Silicon Motor Speedway  racing centers  ("NSMS"),  the
largest chain of NASCAR branded  entertainment and retail  merchandise stores in
the United States. Through strategic  relationships and proprietary  technology,
customers  experience  driving in a NASCAR  racecar that  simulates  the motion,
sights,  and sounds of an actual  NASCAR  race.  Located in high  profile,  high
traffic  locations,  the  Company's  racing  centers  include  up to 14  racecar
simulators  per location and offer the best selling  NASCAR  driver  merchandise
available to the market.  The Company currently operates twelve simulated racing
sites throughout the United States.


Perfect Line,  LLC, the  predecessor of the Company's  wholly owned  subsidiary,
Perfect Line, Inc., was formed in 2001 as a Delaware limited  liability  company
and which  merged with and into Perfect  Line,  Inc. on August 1, 2002 is in the
business of owning and operating  simulated  race  facilities and selling racing
related products. The Company's assets were primarily acquired from creditors of
Silicon Entertainment, Inc. ("SEI").


In 1997 and 1998,  SEI  invested  over $30  million  to create  the  proprietary
technology used to simulate the motions,  sights, and sounds of an actual NASCAR
race and fund the build-out of fifteen mall stores with 170 simulators.  The SEI
strategy  also  included  building  a large  corporate  infrastructure  (over 80
corporate  employees).  In spite of rapid growth,  SEI was unable to obtain long
term financing for its planned capital  expansion,  declared  bankruptcy and was
liquidated.  As a result of SEI's bankruptcy,  Perfect Line was able to purchase
the assets of SEI at a price substantially below cost.

The  Company's  focus is to own and  operate  the  largest  chain of  officially
licensed  NASCAR-branded  entertainment and retail  merchandising  stores in the
world.  The Company  believes  that with the correct  combination  of marketing,
location,  and  product  upgrades,  it can  build  a  national  following  and a
profitable enterprise.

NASCAR racing is currently the #1 spectator sport in America. The Company has an
exclusive license agreement with NASCAR for location-based entertainment,  which
includes  the right to use the NASCAR  name within the  Silicon  Motor  Speedway
logo,  on racing center  signage,  within  collateral  sales  materials,  on the
Perfect  Line web site,  and  within the NSMS  racing  simulator  software.  The
Company has also secured  licenses  with many popular  racetracks  in the United
States, and the cars driven by many of the race fans' favorite Winston Cup teams
and drivers,  ranging from established stars such as Jeff Gordon,  Tony Stewart,
and Dale  Jarrett,  to rising  stars like Matt  Kenseth  and Kurt  Busch.  These
licensing  agreements and the use of NASCAR related identities and marks provide
immediate name recognition, credibility, and authenticity to NSMS.

The Company has integrated these license  agreements with the most sophisticated
proprietary racing simulator technology on the market today to create a chain of
NASCAR-themed,  family-oriented,  racing  entertainment  and retail  merchandise
centers.  The Company's  facilities  are in some of America's  premier  shopping
malls,  giving us access to over 178 million  site  visitors a year as potential
customers.

Simulator  races take place on famous  NASCAR  Winston  Cup  racetracks  such as
Daytona International Speedway, Lowe's (Charlotte) Motor Speedway, Atlanta Motor
Speedway, Bristol Motor Speedway, and Richmond International Raceway.

NSMS Racing  Centers are operated as combined  racing  entertainment  and retail
merchandise  stores. In addition to providing  customers with the opportunity to
drive Winston Cup racecars,  NSMS Racing Centers also feature a large  selection
of officially licensed NASCAR merchandise. NASCAR fans buy more merchandise than
fans from almost any other sport and they are also the most  brand-loyal.  These
characteristics   helped  boost  worldwide   NASCAR-branded  retail  sales  from
approximately  $82 million in 1990 to $1.3 billion in 2000. The Company's NASCAR
Silicon  Motor  Speedway  racing  centers  are the largest  chain of  officially
licensed,  NASCAR-branded  interactive  entertainment  stores in the world,  and
offers its customers the most popular NASCAR merchandise  available.  With these
factors in place,  the Company  should be well  positioned to capitalize on this
billion-dollar market.
<PAGE>

CRITICAL ACCOUNTING POLICIES

The  Company's  critical  accounting  policies,  including the  assumptions  and
judgments underlying them, are disclosed in the Condensed Notes to the Condensed
Consolidated  Financial  Statements  for the quarter  ended  September  30, 2002
included  above in this  document.  The Company has  consistently  applied these
policies in the quarter ended  September 30, 2002.  Management  does not believe
that  operations to date have  involved  uncertainty  of  accounting  treatment,
subjective judgment, or estimates, to any significant degree.

INTERNAL CONTROLS

Pursuant  to  Section  302 of the  Sarbanes-Oxley  Act of 2002,  management  has
reviewed  the  Company's  disclosure  controls  and  procedures  (as  defined in
Exchange  Act Rules 13a-14 and 15d-14) as of a date within 90 days prior to this
quarterly  report  (the  "Evaluation  Date").   Management  believes  that  such
disclosure  controls and procedures as of the  Evaluation  Date were adequate to
ensure that others make  material  information  relating to the Company known to
management  within  the  company.  To  management's  knowledge,  there  were  no
significant  changes  in  internal  controls  or in  other  factors  that  could
significantly affect internal controls subsequent to the Evaluation Date.

OPERATING HISTORY, OPERATING LOSSES, AND ACCUMULATED DEFICIT

Perfect Line was formed in June 2001 for the purpose of acquiring certain of the
assets of SEI, a bankrupt corporation,  and modifying and improving the business
model under which SEI operated,  as more fully  described  under Overview above.
While the concept is a modification  and improvement  upon the prior model,  the
modified  business  model has only been in place for several  months,  and thus,
remains  to be  tested.  Perfect  Line has a limited  operating  history  and is
subject to  numerous  risks,  expenses,  problems,  and  difficulties  typically
encountered in establishing any business.  As of December 31, 2001, Perfect Line
generated net sales of $3,533,402 and had an accumulated  deficit of $(719,854).
As of  September  30, 2002 and for the nine months then ended,  Perfect Line had
net sales of $6,985,118 generating a net loss of $(1,485,369).  This resulted in
an accumulated deficit of $(2,205,223) as of September 30, 2002 for the Company.
Management  believes the Company can become profitable in 2003, based upon sales
of its current product offerings,  increased marketing,  and the introduction of
new products.  There can be no assurance that the Company will be profitable for
fiscal 2003 or thereafter.

DEPENDENCE ON DISCRETIONARY CONSUMER SPENDING AND COMPETITION

Much  of  the  revenue  anticipated  by  the  Company  will  be  the  result  of
discretionary  spending by  consumers.  If the  current  downturn in the economy
worsens, either overall or in the locations in which Company stores are located,
the amount of discretionary  spending may be reduced which would have a negative
effect on the Company  results from  operations and its financial  position.  In
addition, if the popularity of NASCAR diminishes,  it is likely that the Company
will experience a similar  reduction in simulator  usage and  merchandise  sales
that will have a negative impact on the Company and its future.

There is  considerable  competition  for  consumer  entertainment  dollars.  The
Company feels its patented technology, high-traffic, premium locations, licenses
with NASCAR and various  teams,  drivers,  and tracks  combined  with the NASCAR
retail  store-within-a-store  concept  create  significant  points of difference
between its competitors and NSMS. However,  there can be no assurance that these
factors will be sufficient to assure  successful  product  development  into the
marketplace.

SIGNIFICANT CAPITAL REQUIREMENTS AND NEED FOR ADDITIONAL FINANCING


The  Company's   capital   requirements  have  been  and  will  continue  to  be
significant.  The Company is dependent upon the proceeds of additional stock and
debt offerings in order to fund its continued growth and related working capital
requirements.  The Company anticipates,  based upon its currently proposed plans
and  assumptions  relating to its  operations,  that the net financing  proceeds
received  to date by the  Company  will  only  provide  a  portion  of the funds
necessary in connection  with the  implementation  and  continuation of its long
term business plans.  Marketing and new product  development may require capital
resources greater than the resources  currently available to the Company. To the
extent that the Company's  operations do not generate sufficient working capital
for its long-term  business  plans,  the Company will need to obtain  additional
outside financing. There can be no assurance that additional financial resources
necessary to permit the Company to  implement  or continue its programs  will be
available.  See  "Liquidity  and Capital  Resources"  for further  discussion of
capital requirements.


DEPENDENCE ON UPDATED TECHNOLOGY AND LICENSES/LEASES

The  Company  will  likely  have a need to  routinely  update  and  upgrade  its
simulation  technology.  If  the  Company  is not  able  to  retain  appropriate
personnel with the skills and ability to maintain its simulators, it will likely
have a material  adverse  effect on the  Company.  The Company will also need to
routinely  upgrade the appearance of the simulators to closely  approximate that
of the then current NASCAR sponsors.  This updating may involve significant time
and expense and, in certain  instances,  require  additional  license agreements
from new teams and/or  sponsors.  The Company  will also need to renew  existing
licensing agreements with NASCAR teams and/or drivers. The company currently has
executed either contracts or term sheets with fourteen teams and/or drivers. The
Company  will also need to, and is in the  process  of,  establishing  licensing
relationships with a significant number of racetracks at which NASCAR events are
held. At the present time the Company has license agreements with six tracks and
continues to pursue other tracks.  The Company believes it will be able to enter
into  agreements  with a number of  prominent  tracks,  although  no other final
agreements  have been  reached as of the date of this  filing.  The  Company has
entered into an exclusive entertainment license agreement with NASCAR to utilize
its logo. The license  agreement permits the continued use of the NASCAR logo in
the Las Vegas NASCAR Cafe and the Daytona USA  simulator and provides that it is
not a breach of the  exclusivity  clause for those two venues to continue to use
their current simulator experiences. The license requires the Company to utilize
its best  efforts  to  maintain  a minimum of eight  entertainment  stores.  The
Company's  confidential  licensing agreement with NASCAR requires annual royalty
payments  in 2002 and  quarterly  royalty  payments  in 2003  and 2004  based on
simulator,  merchandise,  food,  beverage,  sponsor, and remote site revenues at
varying  percentages.  The licensing agreement is subject to renewal on December
31, 2004.
<PAGE>

REVIEW OF CONSOLIDATED FINANCIAL POSITION


Merchandise  Inventory:   At  September  30,  2002,  merchandise  inventory  has
increased  by $195,939  from  December  31, 2001 due  primarily  to higher third
quarter  purchases  made possible from the cash received in August 2002 from the
May 10, 2002 private  placement of preferred  stock as discussed in the notes to
the financial  statements.  In addition,  as the months of November and December
are the highest for merchandise sales due to holiday  shopping,  the natural low
point for inventory levels should be December 31 of any given year.

Accounts  Payable:  Due  primarily  to the  purchase  of  merchandise  inventory
described above, accounts payable has increased $170,893 from December 31, 2001.


Line of Credit and Notes Payable: Both the revolving line of credit and the bank
term loan were repaid in full in August 2002 using the proceeds from the May 10,
2002 private placement of preferred stock. The Company does not currently have a
debt  facility  in place,  although  it is in  discussions  with banks and other
lending institutions.


Other  Liabilities:  Accrued  payroll and payroll  taxes,  sales taxes  payable,
unearned  revenue,  and other  accrued  expenses  fluctuate  with the  volume of
business,  timing of payments, and the day of the week on which the period ends.
At December 31, 2001,  because of the timing of payday,  the payroll accrual was
approximately one half the next payroll, while at September 30, 2002 the payroll
accrual was an entire two-week  payroll.  Gift certificates at December 31, 2001
would naturally be much higher than at September 30, 2002 due to the purchase of
these gift  certificates  in December 2001 for the holiday  season.  These would
more than likely not be redeemed until after  December 31. Accrued  expenses are
higher at  September  30, 2002 due  primarily  to the  accrual of  approximately
$237,000 for Internet  service,  gas, and electric  utilities  that have been in
dispute.  The Company  believes the ultimate payment of these items will be less
than or equal to the amounts accrued.

REVIEW OF CONSOLIDATED RESULTS OF OPERATIONS

Third Quarter 2002 Compared to Third Quarter 2001

Sales for the three months ended September 30, 2002 were $1,044,913  higher (85%
higher)  than the  comparable  period  in 2001.  This is due to the three to six
month period the stores were closed  following the bankruptcy of SEI. During the
third quarter of 2001,  the Company  operated  just nine of the eventual  twelve
stores now open as of September  30, 2002.  On a weighted  average  basis,  11.7
stores  were open in the third  quarter of 2002  versus  5.7 stores  open in the
third quarter of 2001.


Operating  expenses in the third quarter of 2002 were  approximately 130% of net
sales versus approximately 144% in the same period of 2001. Although the expense
ratio  improved in 2002, the net loss of $(790,446) in 2002 was greater than the
net loss of  $(560,800)  in the  comparable  period of 2001 due primarily to the
higher general and administrative expenses in 2002.

<PAGE>

Nine Months Ended September 30, 2002 Compared to Nine Months Ended September 30,
2001


Sales for the nine months ended September 30, 2002 were  $5,753,374  higher than
the  comparable  period in 2001 due primarily  because the Company did not begin
operations  until June 8, 2001.  Additionally,  most of the stores  were  closed
until July or August 2001  following the  bankruptcy of SEI.  During most of the
nine months ended September 30, 2002, the Company  operated eleven stores having
opened the twelfth  store in August  2002.  On a weighted  average  basis,  11.2
stores were open in the nine months ended  September  30, 2002 versus 3.2 stores
open in period from inception (May 31, 2001) to September 30, 2001.

Operating   expenses  for  the  nine  months  ended   September  30,  2002  were
approximately 114% of net sales versus  approximately 156% in the same period of
2001.  Although the expense ratio improved in 2002, the net loss of $(1,485,369)
in 2002 was greater than the net loss of $(703,308) in the comparable  period of
2001 due to the higher general and administrative expenses in 2002.


Liquidity and Capital Resources


The primary source of funds available to the Company are receipts from customers
for simulator and merchandise  sales,  proceeds from equity offerings  including
the $2,485,000 received in August 2002, and possible future financings.

The projected  level of cash remaining  from the  $2,485,000  received in August
2002 and the projected  level of cash receipts  from  simulator and  merchandise
sales will not be  sufficient  to fund the daily  operations of the business and
the projected  opening of new stores through 2003 unless  additional  sources of
funds are created through bank credit facilities or other financing options.

Since  inception,  the Company's  short-term  and long-term  plans have included
raising a level of  investment  adequate to  accomplish  the  objectives  of the
business.  The required  level of financing  has not yet been  achieved.  Absent
additional funding, the Company believes it may not have sufficient resources to
satisfy cash  requirements for the next twelve months.  The Company's ability to
raise the  necessary  financing  will  depend  on many  factors,  including  the
economic  and market  conditions  prevailing  at the time  financing  is sought.
Management  believes it can achieve the required  level of  financing;  however,
there can be no assurance  that  additional  financing  will be available or, if
available, that it will be on terms acceptable to the Company.


ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

The fair value of the assets and liabilities  comprising the Company's condensed
consolidated  balance  sheet are not subject to an  inordinate  amount of market
risk.  The term  market  risk refers to the risk of loss  arising  from  adverse
changes in  interest  rates and other  relevant  market  rates and  prices.  The
Company's primary assets are the speedway  simulators and the software that runs
them. As such, the Company does not believe it has any  significant  exposure to
market risk, as defined.

ITEM 4. CONTROLS AND PROCEDURES


The Principal  Executive  Officer  ("PEO") and the Principal  Financial  Officer
("PFO") of the  Company  have  evaluated  the  effectiveness  of its  disclosure
controls and  procedures  (as defined in Rule 13a-14 of the Exchange Act) within
90 days prior to the filing of this report.  Based on that  evaluation,  the PEO
and PFO have concluded that the Company's disclosure controls and procedures are
adequate and effective.

There have been no significant changes in the Company's internal controls, or in
factors that could  significantly  affect internal  controls,  subsequent to the
most recent evaluation of such controls.

                           Part II - Other Information

Item 1. Legal Proceedings

     None; not applicable.

Item 2. Changes in Securities.

     As a result of the merger with Perfect Line,  Inc.,  the Registrant now has
     authorized  200 million shares of common stock,  par value of $0.0001,  and
     10,000,000  shares of preferred stock,  par value $0.0001,  as specified by
     the articles of incorporation attached as an exhibit to this Form 10-QSB.

Item 3. Defaults Upon Senior Securities.

     None; not applicable.



<PAGE>


Item 4. Submission of Matters to a Vote of Security Holders.

     On July 30, 2002, by majority consent, the shareholders approved the merger
     of the Registrant's predecessor,  Pacific International Holding, Inc., with
     and into the Registrant.

Item 5. Other Information.

     None; not applicable.

Item 6. Exhibits and Reports on Form 8-K.

     A. Exhibits.

     (3)(i)    Articles of Incorporation for Interactive Motorsports
               and Entertainment Corporation
     (3)(ii)   By-Laws of Interactive Motorsports and Entertainment Corporation
     99.1      Certification of William R. Donaldson pursuant to
               18 U.S.C. Section 1350.
     99.2      Certification of Mark A. Paul pursuant to 18 U.S.C. Section 1350.

     B. Reports on Form 8-K.

     1.   Form 8-K        Filed August 14, 2002       Describing Merger with
                                                      Pacific International
                                                      Holding, Inc.
     2.   Form 8-K        Filed September 19, 2002    Notification on Change in
                                                      Accountant
     3.   Form 8-KA       Filed October 1, 2002       Amendment of Form 8-K
                                                      Filed August 14, 2002 to
                                                      Include Financial
                                                      Statements and Pro Forma
                                                      Financial Information
                                                      Required Under Item 7
<PAGE>


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                 INTERACTIVE MOTORSPORTS AND ENTERTAINMENT CORP.



Date: November 14, 2002           By: /s/ William R. Donaldson
                                      ----------------------------------------
                                      William R. Donaldson, Chairman and Chief
                                      Executive Officer




Date: November 14, 2002           By: /s/ Mark A. Paul
                                      ----------------------------------------
                                      Mark A. Paul, Vice President, Chief
                                      Financial Officer and Treasurer






<PAGE>



                                 CERTIFICATIONS


         CERTIFICATION OF WILLIAM R. DONALDSON


         I, William R. Donaldson, certify that:

1.   I have  reviewed  this  quarterly  report  on Form  10-QSB  of  Interactive
     Motorsports and Entertainment Corporation;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a.   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b.   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c.   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent  function):  a. all  significant  deficiencies  in the design or
     operation  of  internal   controls   which  could   adversely   affect  the
     registrant's  ability to record,  process,  summarize and report  financial
     data  and  have  identified  for the  registrant's  auditors  any  material
     weaknesses in internal controls; and b. any fraud, whether or not material,
     that involves  management or other employees who have a significant role in
     the  registrant's   internal  controls;   and  6.  The  registrant's  other
     certifying  officers and I have indicated in this quarterly  report whether
     or not there were  significant  changes in  internal  controls  or in other
     factors that could significantly affect internal controls subsequent to the
     date of our most recent  evaluation,  including any corrective actions with
     regard to significant deficiencies and material weaknesses.

Date: November 14, 2002            By: /s/ William R. Donaldson
                                       ----------------------------------------
                                       William R. Donaldson, Chairman and
                                       Chief Executive Officer



<PAGE>



                          CERTIFICATION OF MARK A. PAUL


         I, Mark A. Paul, certify that:

1.   I have  reviewed  this  quarterly  report  on Form  10-QSB  of  Interactive
     Motorsports and Entertainment Corporation;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a.   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b.   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c.   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

     a.   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b.   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: November 14, 2002           By: /s/ Mark A. Paul
                                      ----------------------------------------
                                      Mark A. Paul, Vice President,
                                      Chief Financial Officer and Treasurer










<PAGE>


                                  EXHIBIT INDEX

       Exhibits:

       (3)(i)  Articles of Incorporation for Interactive Motorsports and
               Entertainment Corporation
       (3)(ii) By-Laws of Interactive Motorsports and Entertainment Corporation
       99.1    Certification of William R. Donaldson pursuant to
               18 U.S.C. Section 1350.
       99.2    Certification of Mark A. Paul pursuant to 18 U.S.C. Section 1350